US Airways 2008 Annual Report Download - page 361

Lenders and the other Secured Parties (without the need for any further consent or action by any Lender or any other Secured Party)".
(i) Permitted Liens — No Restrictions on Subsidiary Distributions. Section 6.1(b) is hereby amended by deleting the word "or" immediately
before clause (v) thereof, and adding the following after the end of clause (v) and before the phrase ", no Obligor will, nor will it permit any other Obligor to,
create or otherwise cause to exist any Payment Restriction with respect to any Subsidiary of any Obligor": "or (vi) for restrictions on property or assets subject
to a Lien permitted hereunder".
(j) Restricted Payments — Prepayments. Section 6.3(g) is hereby amended by replacing the word "Borrower" the first time it appears with the
word "Obligors".
(k) Minimum Unrestricted Cash. Section 6.4(c) is hereby amended by adding the following proviso immediately after "$1,250,000,000": ";
provided that the minimum amount of Unrestricted Cash required to be maintained pursuant to this Section 6.4(c) shall be reduced on a dollar-for-dollar basis
for each dollar of the Loan prepaid in connection with a Specified Transaction until the minimum Unrestricted Cash is $750,000,000, at which point there
shall be no further reductions".
(l) No Further Negative Pledge. Section 6.11 is hereby amended by (i) replacing the words "Asset Sale" with the words "asset sale" in clause
(a) thereof and (ii) adding the following immediately after the words "Airbus Financing Letter Agreement" in clause (c) thereof: ", the GECAS Financing".
(m) Asset Sales. Section 6.13 is hereby amended by adding the following sentence at the end thereof: "Notwithstanding the foregoing, to the extent
that any Specified Transaction is structured as an Asset Sale, (i) the Borrower or any Obligor shall be permitted to consummate such Asset Sale without
regard to the provisions of this Section 6.13 so long as the applicable Specified Transaction Prepayment Condition is satisfied and (ii) the Net Cash Proceeds
received from any such Asset Sale shall not count against the $250,000,000 cap in clause (i) of this Section 6.13."
(n) Events of Default — Cross Default. Section 7.1(b) is hereby amended by adding the words "or the Barclays Financing" immediately after the
words "Juniper Financing" each place they appear.
(o) Events of Default — Default under Agreement. Section 7.1(c) is hereby amended and restated in its entirety as follows: